Tiziana Togna, currently Head of the Intermediaries Division, has been appointed Deputy General Manager of Consob. The decision was made by the Commission (Resolution No. 21041 of 11 September 2019).

The appointment starts from September 16 next and has a five-year term. Togna will remain as Head of the Intermediaries Division and will also support Mauro Nori, the new General Manager, who took office on 9 September last.

The Commission has also appointed, as the Head of Legal Advice, Maria Letizia Ermetes, currently Deputy of the Advocate General of Consob (Resolution No. 21038 of 6 September 2019). Her office starts from November 1, 2019.

The Commission has appointed yesterday Mauro Nori new General Director of Consob.

Graduated in Law at the University of Florence, with post-university studies, dr. Nori has achieved significant experience in the public and private sector, covering, among other things, the position of Director General of INPS from 2009 to 2015 as well as Deputy Chief of Cabinet at the Ministry of Economy and Finance. He is currently a Councilor at the Court of Auditors.

The Financial Conduct Authority (FCA), has informed that, on 27 August 2019, the High Court of Justice of England and Wales, following a specific application made by the same FCA, appointed - under the Investment Bank Special Administration Regulations - Jonathan Avery-Gee and Daniel Richardson, from CG Recovery Limited, as joint Special Administrators of AFX Markets Limited.

The purpose of the special administration procedure is to protect the interests of the clients of AFX Markets Limited by appointing two Special Administrators who will take control of the affairs of AFX Markets Limited. The Special Administrators will attempt to reconcile and distribute the client monies as quickly as practicable.

According to the FCA, considering that for the majority of clients there is no benefit in involving a third party in reclaiming your money, you should proceed with caution if you are approached by a third party. In addition, in the event that you are contacted by someone claiming to be from AFX Markets or CG Recovery, please end the call and and call back the above mentioned number 0044 330 995 1241.

The Financial Conduct Authority (UK competent authority) has imposed measures against the UK investment firm AFX Market Limited pursuant to which the firm must not conduct any regulated activities and must close and liquidate all open trading positions held by it, whether on its own account or on account of its clients. Further details on the above-mentioned measures are available at: https://register.fca.org.uk/ShPo_FirmDetailsPage?id=001b000000NMZvyAAH, by clicking on "Permission" and then on "OIREQ" in the subsection "Requirements".

Therefore, by the said measures, AFX Markets Limited can no longer provide regulated activities in Italy.

The Financial Conduct Authority (UK competent authority) has imposed measures against the UK investment firm SVS Securities Plc pursuant to which the firm must not conduct any regulated activities (except for certain activities of safeguarding and administering custody assets from existing clients) and must close all open FX positions held by it, whether on its own account or on account of its clients. Further details on the above-mentioned measures are available at: https://register.fca.org.uk/ShPo_FirmDetailsPage?id=001b000000MfNZkAAN, by clicking on "Permission" and then on "OIREQ" in the subsection "Requirements". Upon request from the same SVS Securities Plc, the firm itself has been placed into the UK Special Administration Regime.

Therefore, by the said measures, SVS Securities Plc can no longer provide regulated activities in Italy.

Brexit: Consob updates the Communications published in relation to the case of the United Kingdom leaving the EU without a withdrawal agreement ("no-deal")

Consob has today published amendments to Communication no. 7 of March 26th, 2019 which provides for the requirements for both British intermediaries operating in Italy and for Italian intermediaries operating in the United Kingdom, making reference to Decree Law no. 22/2019, which has been adopted by the Italian Government in case of hard Brexit, i.e. the United Kingdom leaving the European Union (EU) without a withdrawal agreement ("no-deal").

Amendments follow the publication in the Gazzetta Ufficiale of Law 41 of 20 May 2019, which converted, with amendments, Decree Law 22 of 25 March 2019. In order to allow the detection of amendments, the changes occurred are highlighted with bold-italics font.

The update does not result in new requirements to be met by intermediaries providing investment services and activities nor changes to the forms attached to the Communication no. 7. Therefore, notifications, applications for authorization and notices which have already been sent are still valid. Intermediaries must only transmit any changes and/or updates to the information and data previously disclosed and keep their clients informed.

Finally it should be noted that, due to the publication of the aforementioned Conversion Law, Communication n. 4 of March 14, 2019, in relation to financial markets, must be deemed to be superseded.

Consob exercised for the first time the new supervisory powers it has received to enforce the fight against unauthorized financial activities on the web, blocking four websites which had been offering investment services without authorization.

The blocked websites are the following:

https://www.allglobalmarkets.com

https://marketsxchange.com

https://sigmafortrade.com

https://www.swisscfd.com

It is the first application of the new legislative rules which have been introduced in Italy by the recent "decree for growth" (Law n. 58 of June 28, 2019), by which Consob, the regulatory and supervisory Authority on financial markets, has been granted the power to order to the TLC networks operators the blocking of the unauthorized websites, preventing at once their access by all the users on Italian territory.

The regulatory framework has been so strengthened accordingly and the tools against financial abuses have been made more effective.

Until 2017 Consob has been publishing "warnings" concerning the risks connected with the services offered by unauthorized operators, which were only addressed to the general public. Since 2018, however, with the application of the new European regulation on the provision of investment services (Mifid2), the instruments given to Consob have been significantly enforced by the attribution of the new power to order the termination of the infringement to the unauthorized operators. Accordingly, Consob had only the power of asking the cancellation of the Italian version of the abusive sites to the host providers. With the current new power to order to the TLC networks managers the blocking of the websites, the new Italian legislation, still in its path through a full implementation, marks a significant step forward.

The Commission has approved the amendments to the Issuers' Regulation following the consultation with the market on the proposed amendments necessary to adapt the provisions of the Issuers' Regulations with the provisions of the Regulation (EU) 2017/1129 concerning information prospectuses to be published for public offer or admission to trading of securities on a regulated market, in implementation of the new European regulation.

Notice regarding the Guidelines issued by ESMA on the application of section C, points 6) and 7) of Annex I of Directive 2014/65 / EU (MiFID II)

The Italian Companies and Stock Exchange Commission (CONSOB)

On 5 June 2019, ESMA published on its website, in the official translation into Italian, the "Guidelines on the application of C6 and C7 of Annex 1 of MiFID II" (so-called "Guidelines"), adopted by the European Securities and Markets Authority itself, pursuant to Article 16 of Regulation n. 1095/2010 / EU (c.d. "ESMA Regulation"), dated 21 December 2018. The Guidelines are also available in the Italian version on the institutional CONSOB website.

The purpose of these Guidelines is to amend the Guidelines on the application of the definitions referred to in section C, points 6) and 7), adopted by ESMA in October 2015 in order to guarantee a common, uniform and coherent application of the Article 4, paragraph 1, point 17), in conjunction with points 6) and 7) of Section C, Annex I, of the MiFID directive, supplemented by Article 38 of Regulation (EC) No. 1287/2006. In particular, these Guidelines update the Guidelines adopted by ESMA in October 2015 to adapt them to the new MiFID II regulatory framework, without changing its substance.

CONSOB, in accordance with paragraph 3 of the aforementioned article 16 of the ESMA Regulation, informed the European Securities and Markets Authority of being compliant itself with the aforementioned Guidelines, which have been also integrated by CONSOB into its supervisory practices.

Consob reports that the so-called "City Group Italy banking group", by sending e-mail messages, fraudulently using the logo and the name of the CONSOB and an authorized financial intermediary, claims to has been mandated by CONSOB itself to apply the legislation of an unspecified "Investor Compensation Fund" to recover the investments lost through online trading sites.

Please note that the content of these messages is false and misleading.

CONSOB, which has never authorized such initiatives, believes that behind these activities lies the intention to defraud investors.

It is therefore recommended not to adhere absolutely to these proposals and to view the section of the CONSOB institutional website called "Occhio alle truffe!" and, in particular, the previous Consob communications for investor prottection regarding the phenomena of self-styled credit recovery companies and the cc.dd. "clone companies".

The Commission has launched a public consultation on the proposed amendment to the Issuers' Regulation (IR),for the implementation of the delegation contained in Article 120, paragraph 4-bis, of the TUF, concerning the obligation to make the declaration of intentions for those who purchase a significant holding in the capital of a listed issuer (so-called "anti-raid" rule).

The decree-law of October 16, 2017, n. 148, converted with amendments by the law of December 4, 2017, n. 172 (so-called Fiscal Decree), introduced the new paragraph 4-bis into Article 120of Legislative Decree of February 24, 1998, n. 58 (TUF), which imposes an additional disclosure than currently provided in respect of ownership structures, aimed to make any attempted takeovers involving Italian listed issuers transparent.

In summary, the new Article 120, paragraph 4-bis, of the TUF, provides that on the occasion of the acquisition of a shareholding in listed issuers equal to or greater than the thresholds of 10%, 20% and 25% of the share capital, the subject who performs the disclosure referred to above should (also) declare the objectives that they intend to pursue in the course of the next six months (so-called "declaration of Intentions").

The legislator has also assigned CONSOB the power to identify, with its own regulation, "the cases in which the aforesaid declaration is not due by taking into account, if appropriate, of the characteristics of the subject making the declaration or the company whose shares were purchased".

CONSOB has thus identified the following cases of exemption from the obligation to make the declaration pursuant to Article 120, paragraph 4-bis, of the TUF:

a) in the cases of exemption regarding compulsory takeover bids referred to in Article 49, paragraph 1, letters a), c), d) and h), of the IR;

b) in the cases of exemption referred to in Article 119-bis, paragraph 3, letters a), b) and c-ter), of the IR;

c) passive exceedances of the relevant thresholds;

d) purchases made by managers of certain types of funds;

e) purchases made in the context of a public takeover or exchange bid already communicated to the market.

The operation of the exemption in the cases referred to in letters a), c), d) and e) shall be subject to a declaration by the subject concerned about the existence of one of the specific cases for exemption. This declaration will be reported in the model provided for the fulfilment of the disclosure obligations pursuant toArticle 120 of the TUF (Annex 4 of the IR).

The declaration of the existence of a ground for exemption will not be applied in relation to the case referred to in the preceding letter b) because in this case it is not required to make the notification using the model contained in annex 4.

For purchases of treasury shares by the issuer, in implementation of a plan communicated to the market within the meaning of Article 144-bis, paragraph 3, of the IR, taking into account that in this case there can be no "takeover", there is no obligation to make the declaration provided for in Article 120, paragraph 4-bis, of the TUF. In addition, the declaration is not due on the occasion of the first communication of major holdings with reference to the abovementioned thresholds by selling shareholders in the context of an IPO. This is however without prejudice to the fact that the obligation to make the declaration of intentions should be acquitted even in cases where the relevant thresholds are exceeded due to the increase in voting rights.

Still on the subject of ownership structure, CONSOB has submitted for consultation some proposals for amendment of the IR which relate to Article 117. In particular, the new paragraph 2-bis of this article, whose introduction is proposed, is designed to promote the emergence of holdings comprised between the thresholds of 3% and 5% of the capital to if it does not qualify for SME status due to exceeding the criteria referred to in Article 1, paragraph 1, letter w-quater.1), of the TUF. The amendment introduces an obligation of notification of the infra-threshold shareholding held, following the change of applicable regime (from SMEs to ordinary listed companies), with reference to the initial threshold (from 5% to 3%) provided for the notification of holdings in shares.

Specifically, the regulatory proposal provides that:

- issuers shall disseminate a communication to the market in relation to the variation of the SME status (Article 2-ter, paragraph 2, second sentence);

- the obligation for those who hold a shareholding of more than 3% but less than 5% of the voting rights of the issuer that has lost its SME status to communicate this participation to CONSOB and the investee company shall run from the date of the communication described above (Article 117, new paragraph 2-bis, and 121, new paragraph 3-bis, of the IR).

Consob, Esma and Bocconi University, in collaboration with the Baffi-Carefin Research Center, published today a call for papers for the eighth edition of the "Securities Markets: Trends, Risks and Policies" conference to be held on March 12th 2020 in Milan at the Bocconi University.

Each proposal will be submitted to a referral process – managed by a Scientific Committee chaired by Massimo Guidolin (Bocconi University), Nadia Linciano (Consob) and Claudia Guagliano (Esma) to be approved by a Steering Committee, composed of Bocconi University (Donato Masciandaro, Centro Baffi-Carefin, Director), Esma (Steffen Kerne) and Consob (Carmine Di Noia, Commissioner).

The selection process outcomes will be delivered by November 15th, 2019.

Works applying data relating to the European context, with their policy implications, will be particularly appreciated. It is encouraged, moreover, the sending of contributions by the European Supervisory Authorities and by other competent National Authorities for the strengthening of the debate about financial supervisory issues.

The President of Consob, Paolo Savona, will deliver the introductory keynote speech of the Conference. The final program of the event will be published on Consob and Bocconi University websites by mid-January 2020.

The full text of the call for papers is available at the following links:

Refit provides an exemption from the reporting obligation of intragroup derivatives contracts.

The exemption can be applied where at least one counterparty of the group is a Non Financial Counterparty (or would be qualified as a non financial counterparty if it were established in the Union) provided that:

1) both counterparties are included in the same consolidation on a full basis and both are subject to appropriate centralised risk evaluation, measurement and control procedures;

2) the parent undertaking is not a financial counterparty;

3) the counterparty has notified their competent authorities of their intention to apply the exemption;

4) the competent authority has express no denial – within three months from the notification – about the compliance with the condition referred to point 1) and 2).

CONSOB notification should be submitted through the following forms. Filling instructions are included in the forms.

EMIR Refit provides for a new regime to determine when Financial counterparties (FC) and Non-Financial counterparties (NFC) are subject to the clearing obligation.

A Financial Counterparty (FC) that enters into position in OTC derivatives contracts may calculate their aggregate month-end average position every 12 months.

Where an FC does not calculate its position or where the aggregate result of the calculation, at group level, exceeds the clearing threshold for at least one asset class, the FC immediately notifies CONSOB and ESMA. From that point onward, the FC becomes subject to the clearing obligation for all the asset classes subject to the clearing obligation.

Non Financial Counterparty (NFC) that enters into position in OTC derivatives contracts may calculate its aggregate month-end average position every 12 months.

Where the aggregate result of the calculation, at group level, exceeds the clearing threshold for at least one asset class, the NFC immediately notifies CONSOB and ESMA. From that point onward, the NFC becomes subject to the clearing obligation for OTC derivative contracts that pertain to the asset classes in respect of with the result of the calculation exceeds the clearing threshold.

Where the NFC does not calculate its position NFC become subject to the clearing obligation for the OTC derivative contracts that pertain to any asset class.

This notification should be submitted using the clearing obligation notification form below.

The form also contains a section to notify that the Counterparty "no longer exceeds the clearing threshold".